Audit Committee

The terms of reference of this Committee are wide enough to cover the matters specified for audit committee under Clause 49 of the Listing Agreements, as well as in Section 292A of the Companies Act, 1956. Details of the composition of the Audit Committee and attendance of Members are as follows:

Six Audit Committee meetings were held in 2012. The Committee comprises of Independent and Non-Executive Directors and their meetings were held on 15th February, 23rd April, 7th May, 13th August, 9th November and 19th December 2012. The Managing Director, the Finance Director, other Executive Directors, the Statutory Auditors and Internal Auditors are invitees to the meetings. The Chairman of the Audit Committee, Mr. D. Sundaram, was present at the Annual General Meeting of the Company held on 10th April 2012. The composition of the committee is as per the requirements of the regulators and government of India. There was not a gap of more than four months between the meetings of Audit Committee. The quorum required is maintained by the committee. However, no information related to a member having financial and accounting knowledge has been provided by the company, which is a mandatory requirement. The company secretary of GSK is Mr. A.A. Nadkarni. Whether he acts as Secretary to the Audit Committee is not mentioned in the report.

The Composition of Audit Committee of past 5 years is: Year Non-Executive Non-Executive & Independent Total FY 2012 2 3 5 FY 2011 2 3 5 FY 2010 2 3 5 FY 2009 1 4 5 FY 2008 0 5 5

It is required that the Audit Committee should be of at least 3 members, with 2/3rd of them being independent. GSK has followed this rule in all past 5 years. The committee was reconstituted in year 2010, replacing Mr. R.R. Bajaaj and Mr. V. Narayanan with Mr. D. Sundaram and Mr. V. Thyagarajan.

Number of Audit Committee Meetings Year FY 2012 FY 2011 FY 2010 FY 2009 FY 2008 No of Board Meetings 6 6 6 4 4

Number of Board meetings required is minimum of 4 each financial year. For past 5 years, number of meetings is as per the requirement and has a good industry practice.

Remuneration